(e) any guarantee, indemnity or similar
 assurance against financial loss of
 any person in respect of the above.

FINANCING PARTIES RBS and such other Persons as may from time
 to time provide to Owner and/or Lessor debt,
 equity or other forms of financing with
 respect to the Aircraft, and/or for whose
 benefit security over, or rights relating
 to, the Aircraft and/or this Agreement is
 granted by Owner and/or Lessor, with or
 without recourse, whether at the request of
 Owner and/or Lessor. FINANCING PARTIES'
 REPRESENTATIVE such Person, if any, as may
 be designated as such from time to time in a
 written notice from Lessor to Lessee.

FLIGHT HOUR each hour (computed to the nearest hundredth
 of an hour) elapsing from the moment the
 wheels of the Aircraft leave the ground on
 take off until the wheels of the Aircraft
 next touch the ground.

GAAP means generally accepted accounting
 principles in effect from time to time in
 the Republic of Panama provided such
 standards are consistent with international
 accounting standards; otherwise, in
 accordance with international accounting
 standards; or, should at any time, Lessee or
 Guarantor, as applicable, elect, at its sole
 discretion to maintain their financial
 statements in accordance with US GAAP,
 generally accepted accounting principles
 from time to

 15


 time in effect in the United States.

GENEVA CONVENTION means the Convention on the International
 Recognition of Rights in Aircraft signed at
 Geneva, Switzerland on 19 June 1948, and
 amended from time to time.

GOVERNING LAW the laws of the State of New York.

GOVERNMENT ENTITY (a) any national government, political
 subdivision thereof, or local
 jurisdiction therein;